Application for an Order Approving Interim Distribution, Receiver's

700278 Form 27 [Rules 6.3 and 10.52(1)]

Clerk’s Stamp COURT FILE NUMBER 2101-04670

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF BANK OF MONTREAL

RESPONDENTS TRADESMEN ENTERPRISES LIMITED Justice Horner PARTNERSHIP and TRADESMEN COM ENTERPRISES INC. $50.00 July 15, 2021

APPLICANT KSV RESTRUCTURING INC., in its capacity as receiver and manager of TRADESMEN ENTERPRISES LIMITED PARTNERSHIP, and TRADESMEN ENTERPRISES INC.

DOCUMENT APPLICATION FOR AN ORDER APPROVING INTERIM DISTRIBUTION, RECEIVER’S BORROWINGS, FEES AND ACTIVITIES

ADDRESS FOR SERVICE AND BENNETT JONES LLP CONTACT INFORMATION OF 4500 Bankers Hall East PARTY FILING THIS 855 2nd Street SW DOCUMENT Calgary, AB T2P 4K7 Chris Simard/Sean Zweig/Joshua Foster Telephone: 403.298.3100 Facsimile: 403.265.7219 Email: [email protected] /[email protected]/[email protected]

NOTICE TO THE RESPONDENTS (SERVICE LIST APPENDED AS SCHEDULE “A”) This application is made against you. You are a respondent. You have the right to state your side of this matter before the Judge. To do so, you must be in Court when the application is heard as shown below: Date: July 15, 2021 Time: 10:00 a.m. Where: The Calgary Courts Centre (Via WebEx Conference) Before Whom: The Honourable Madam Justice Horner Go to the end of this document to see what else you can do and when you must do it.

REMEDY CLAIMED OR SOUGHT:

1. The Applicant, KSV Restructuring Inc. (“KSV”), in its capacity as the Court-appointed receiver and manager (the “Receiver”) of Tradesmen Enterprises Limited Partnership and Tradesmen Enterprises Inc. (together, “Tradesmen”) seeks an order (the “Interim Distribution Order”), substantially in the form attached hereto as Schedule “B”:

(a) if necessary, abridging the time for service of this Application and deeming service of this Application, together with all supporting materials, to be good and sufficient;

(b) approving and ratifying the activities of the Receiver, as described in the First Report of the Receiver dated July 5, 2021 (the “First Report”);

(c) authorizing and directing the Receiver to make an interim distribution of the Net Proceeds (as defined below) to Bank of Montreal (“BMO”) in partial satisfaction of the BMO Pre-Filing Indebtedness (as defined in the First Report);

(d) approving an increase to the Receiver’s borrowings and Receiver’s Borrowings Charge (as defined below); and

(e) approving the fees and disbursements of the Receiver and its counsel, as set out in the First Report.

2. Such further and other relief as this Honourable Court may deem just.

GROUNDS FOR MAKING THIS APPLICATION:

Background

3. On April 15, 2021, BMO sought and obtained an order (the “Receivership Order”) appointing KSV as Receiver of all of Tradesmen’s current and future assets, undertakings and property, including all proceeds thereof (collectively, the “Property”). 4. Among other things, the Receivership Order:

(a) authorized the Receiver to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;

(b) authorized and directed Ritchie Bros Auctioneers (Canada) Ltd. (the “Liquidator”) to continue to perform its services under a Liquidation Services Agreement dated March 3, 2021 between the Liquidator and Tradesmen (the “LSA”);

(c) declared that any proceeds (the “Net Proceeds”) arising from the transactions contemplated by the LSA that would be payable to Tradesmen be paid to the Receiver;

(d) authorized the Receiver to borrow such other monies up to $2,500,000 as it deems necessary or desirable to fund these proceedings (the “Receivership Proceedings”) pursuant to receiver’s certificates (the “Receiver’s Certificates”); and

(e) granted a charge up to $2,500,000 on the Property as security for the Receiver’s borrowings under the Receiver’s Certificates (the “Receiver’s Borrowings Charge”).

Interim Distribution

5. Since the granting of the Receivership Order, the transactions contemplated by the LSA have been completed and the Net Proceeds have been paid to the Receiver.

6. To reduce Tradesmen’s interest obligations and facilitate the efficient and timely administration of its estate, the Receiver is now seeking authorization to distribute the Net Proceeds in partial satisfaction of the BMO Pre-Filing Indebtedness.

7. The Receiver has obtained a security opinion from its counsel on BMO’s security in respect of the BMO Pre-Filing Indebtedness. The security opinion confirms the validity and enforceability of BMO’s security subject to the standard qualifications and assumptions contained therein. 8. Subject to certain Court-ordered charges, BMO has the senior ranking interest in the Net Proceeds. Solely for the purposes of the proposed Interim Distribution Order, BMO has waived its right to repayment of the Net Proceeds in its capacity as the Interim Lender (as defined in the First Report) and the beneficiary of the Receiver’s Borrowings Charge.

9. The proposed interim distribution to BMO in respect of the BMO Pre-Filing Indebtedness will avoid the unfair consequences that would result from directing the Net Proceeds to the partial repayment of the Receiver’s Certificates, the Interim Financing Agreement (as defined in the First Report) or to otherwise fund the costs of the Receivership Proceedings. In each case, the Net Proceeds, which are not impressed with a trust, would be dissipated to fund the Litigation (as defined below) for which the ultimate recovery is expected to be subject to numerous trust claims.

Increasing the Receiver’s Borrowings

10. Pursuant to the Receivership Order, the Receiver is expressly authorized to seek an increase to its borrowings and a corresponding increase to the Receiver’s Borrowings Charge.

11. The proposed increase in the Receiver’s borrowings is necessary to enable the Receiver to fund the Receivership Proceedings and maximize stakeholder recovery.

12. BMO is supportive of the proposed increase to the Receiver’s borrowings and the Receiver’s Borrowings Charge.

Approving the Activities of the Receiver and the Fees and Disbursements of the Receiver and its Counsel

13. Since the granting of the Receivership Order, the Receiver, with the assistance of its counsel, has acted in good faith and with due diligence to, among other things, advance the Receivership Proceedings, oversee the transactions contemplated by the LSA, and attend to matters in Tradesmen’s ongoing litigation against Teck Coal Limited, Fluor Canada Ltd., Canadian Pacific Limited, the Province of British Columbia and FortisBC Energy (the “Litigation”). 14. Pursuant to the proposed Interim Distribution Order, the Receiver is seeking approval of its activities, as described in the First Report. Further, the Receiver is seeking approval of its fees and disbursements as well as the fees and disbursements of its insolvency and litigation counsel, Bennett Jones LLP and Lawson Lundell LLP, respectively.

15. The proposed fee and activity approval is appropriate in the circumstances.

16. Such further and other grounds as counsel may advise and this Honourable Court may permit.

MATERIAL OR EVIDENCE TO BE RELIED ON:

17. This Notice of Application, filed.

18. The First Report, filed.

19. The Affidavit of Service, filed.

20. The Receivership Order.

21. Such other materials or evidence as counsel may advise and this Honourable Court may permit.

APPLICABLE RULES:

22. Bankruptcy and Insolvency General Rules, C.R.C. 1978, c. 368.

23. Alberta Rules of Court, Alta Reg 124/2010.

APPLICABLE ACTS AND REGULATIONS:

24. Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3.

25. Judicature Act, R.S.A. 2000, c J-2.

ANY IRREGULARITY COMPLAINED OF OR OBJECTION RELIED ON:

26. None. HOW THE APPLICATION IS PROPOSED TO BE HEARD OR CONSIDERED:

27. Via WebEx video conference before the Honourable Justice Horner, with some or all of the parties present.

WARNING

If you do not come to court either in person or by your lawyer, the court may give the applicant what they want in your absence. You will be bound by any order that the court makes. If you want to take part in this application, you or your lawyer must attend in court on the date and at the time shown at the beginning of the form. If you intend to give evidence in response to the application, you must reply by filing an affidavit or other evidence with the court and serving a copy of that affidavit or other evidence on the applicant a reasonable time before the application is to be heard or considered. SCHEDULE “A” SERVICE LIST

SERVICE LIST

COURT FILE NUMBER 2101-04670

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF BANK OF MONTREAL

RESPONDENTS TRADESMEN ENTERPRISES LIMITED PARTNERSHIP AND TRADESMEN ENTERPRISES INC.

APPLICANT KSV RESTRUCTURING INC., in its capacity as receiver and manager of TRADESMEN ENTERPRISES LIMITED PARTNERSHIP, and TRADESMEN ENTERPRISES INC.

Party Relationship KSV Restructuring Inc. Receiver of Tradesmen Enterprises LP 150 King Street West and Tradesmen Enterprises Inc. Suite 2308 Toronto, ON M5H 1J9

Attention: Bobby Kofman / David Sieradzki Phone: 416-932-6228 (t) / 647-282-6228 (m) Email: [email protected] / [email protected]

Bennett Jones LLP Insolvency Counsel for the Receiver 4500 Bankers Hall East 855 2nd Street SW Calgary, AB T2P 4K7

Attention: Chris Simard/Sean Zweig / Joshua Foster Phone: 403-298-4485/416-777-6254 / 416-777- 7906 Email: [email protected]/ [email protected] / [email protected]

2 Lawson Lundell LLP Litigation Counsel for the Receiver 1100 Brookfield Place 225 – 6 Avenue SW Calgary, AB T2P 1N2

Attention: William L. Roberts / Alexis Teasdale Phone: 604-631-9163 / 403-218-7564 Email: [email protected] / [email protected]

Borden Ladner Gervais LLP Counsel for Bank of Montreal Centennial Place, East Tower 520 – 3 Avenue SW Suite 1900 Calgary, AB T2P 0R3

Attention: Josef Kruger, QC / Jack Maslen Phone: 403-232-9563 / 403-232-9790 Email: [email protected] / [email protected]

Fulcrum Capital Partners Inc. Creditor 885 W Georgia St. Suite 1020 Vancouver, BC V6C 3E8

Attention: Graham Flater / Johan Lemmer Graham: 604-631-8078 (d) / 604-417-1535 (m) Email: [email protected] / [email protected]

Jenkins Marzban Logan LLP Counsel for Emco Corporation, Supplier 900 – 808 Nelson Street C.I.F. Construction Ltd., Subcontractor Vancouver, BC V6Z 2H2 Swift Oilfield Supply Incorporated

Attention: Michael Dew / David Mckenzie Phone: 604-895-3160 / 604-895-3155 Email: [email protected] / [email protected]

Ogilvie LLP Counsel for Precision Forest Industries 1400 Canadian Western Bank Place Ltd., Subcontractor 10303 Jasper Avenue Edmonton, AB T5J 3N6

Attention: Kentigern Rowan, Q.C. Phone: 780-429-6236 Email: [email protected]

3 Fasken Martineau DuMoulin LLP Counsel for Teck Coal Limited 550 Burrard Street, Suite 2900 Vancouver , BC V6C 0A3

Attention: David Curtis / Fergus McDonnell Phone: 604-631-4827 / 604-631-3220 Email: [email protected] / [email protected]

Clark Wilson LLP Counsel for Techmation Electric & 900 – 855 West Georgia Street Controls Ltd., Subcontractor Vancouver, BC V6C 3H1

Attention: Satinder Sidhu / Nick Carlson / Christopher Ramsay / Deborah Hamann-Trou Satinder: 604-643-3119 Nick: 604-891-7797 Christopher: 604-643-3176 Email: [email protected] / [email protected] / [email protected] / [email protected]

Norton Rose Fulbright Canada LLP Counsel for Oxford Properties Group, 400 3 Avenue SW, Suite 3700 landlord to Tradesmen Enterprises Calgary, AB T2P 4H2 Limited Partnership

Attention: Meghan L. Parker Phone: 403-267-8211 Email: [email protected]

Pihl Law Corporation Counsel for Alberta Pipe Support & 300 – 1465 Ellis Street Fabrication Inc., Subcontractor Kelowna, BC V1Y 2A3

Attention: Andrew Prior Phone: 250-762-5434 Email: [email protected]

Bryan & Company LLP Counsel for York Realty Inc., Landlord 2900 Manulife Place 10180 101 Street Edmonton, AB T5J 3V5

Attention: Soheel S. Hussein Phone: 780-420-4714 Email: [email protected]

4 MLT Aikins LLP Counsel for DNOW Canada ULC, 2100 Livingston Place Subcontractor 222 3 Avenue SW Calgary, AB T2P 0B4

Attention: Catrina Webster Phone: 403-693-4347 Email: [email protected]

Alberta Pipe Support & Fabrication Inc. Subcontractor 4403 84 Avenue NW Edmonton, AB T6B 2S6

Attention: Vim Hussan Phone: 780-462-2251 Email: [email protected]

Boxx Modular Lessor 240115 Frontier Crescent SE Rocky View County, AB T1X 0R4

Email: [email protected]

Buffalo Inspection Services (2005) Inc. Subcontractor 3867 Roper Road NW Edmonton, AB T6B 3S5

Attention: Chelsea Griffiths Phone: 780-486-7344 Email: [email protected]

Canada Revenue Agency Surrey National Verification and Collection Centre Insolvency Intake Centre Collections Directorate 9755 King George Blvd Surrey, BC V3T 5E1

Attention: Traci Wool Fax: 1-866-219-0311

5 CIF Construction Ltd. Subcontractor 6171 Otway Road Prince George, BC V2M 7B4

Attention: Meghan Huberdeau Phone: 250-564-8174 Email: [email protected]

Crosstown Heating & Ventilating Ltd. Subcontractor 60 Oswald Drive, Box 4177 Spruce Grove, AB T7X 3B4

Attention: David Murray / Naomi Popowich Phone: 780-962-4591 Email: [email protected] / [email protected]

CWP Constructors Ltd. Subcontractor #210, 8702 48 Avenue NW Edmonton, AB T6E 5L1

Attention: Mark Witholt Phone: 780-757-5834 Email: [email protected]

Dalco Services Inc. Subcontractor 152 Petrolia Drive Red Deer County, AB T4E 1B4

Attention: Heather Wilkinson Phone: 403-348-5554 Email: [email protected]

EnQuest Energy Solutions Inc. Subcontractor 8625 – 68 Street SE Calgary, AB T2C 2R6

Attention: Heidi Ylijoki Phone: 403-279-2000 Email: [email protected]

6 Fabco Plastics Wholesale Ltd. Subcontractor 2175 – A Teston Road Maple, ON L6A 1T3

Fabco Plastics Western Limited 24790 – 117 Avenue Acheson, AB T7X 6C2

Attention: Priya Ponn Phone: 905-832-0600 / 780-451-0238 Email: [email protected]

Ford Credit Canada Company Lessor PO Box 2400 Edmonton, AB T5J 5C7

Email: [email protected]

FourQuest Energy Inc. Subcontractor 9304 39 Avenue NW Edmonton, AB T6E 5T9

Attention: Deanna Johnson Phone: 780-485-0690 Email: [email protected]

Garneau Manufacturing Inc. Subcontractor 8806 – 98 Street Morinville Industrial Park Morinville, AB T8R 1K7

Attention: Charles Hastey Phone: 780-939-2129 Email: [email protected]

Hagemeyer Canada Inc. o/a Century Vallen Subcontractor 10449 – 120 Street Surrey, BC V3V 4G4

Attention: Colleen James Email: [email protected]

7 Hallbook Enterprises Ltd. Subcontractor PO Box 2038 Stony Plain, AB T7Z 1X6

Attention: Jennifer Vankleek Phone: 780-960-8403 Email: [email protected]

Industrial Scaffold Services LP Subcontractor 2076 Balsam Road Nanaimo, BC V9X 1T5

Attention: Kim Green / Bryan Kereluke Office: 250-591-2535 Mobile: 250-709-2880 (Kim) Email: [email protected] / [email protected]

Leavitt Machinery General Partnership Lessor 24389 Fraser Highway Langley, BC V2Z 2L3

Phone: 604-607-4450 Fax: 604-607-4455

Neptune Coring (Western) Ltd. Subcontractor 21521 112 Avenue NW Edmonton, AB T5S 2T8

Attention: Ben Campbell Phone: 780-486-4050 Email: [email protected]

Pinacle Stainless Steel Inc. Subcontractor 7007 – 54 Street SE, Unit 133 Calgary, AB T2C 3C2

Attention: Julie Cayer Phone: 1-855-514-2811 Email: [email protected]

Precision Forest Ind. Ltd. o/a AAA Precision Subcontractor Industries #300, 15338 123 Avenue NW Edmonton, AB T5V 1K8

Attention: Dare Olubowale Email: [email protected]

8 RCAP Leasing Inc. Lessor 5575 North Service Rd., STE 300 Burlington, ON L7L 6M1

Email: [email protected]

Services Techniques Claude Drouin Subcontractor 180, Boulevard St-Elzear Ouest Laval, QC H7L 3N3

Attention: Jenny Coussa Phone: 450-663-7747 Email: [email protected]

Swift Oilfield Supply Incorporated Subcontractor 6205 – 97 Street Edmonton, AB T9E 3J5

Attention: Sandra Wenzel Phone: 780-423-6979 Email: [email protected]

Teck Coal Limited c/o Teck Resources Limited Contractual Counterparty to the 3300 – 550 Burrard Street Applicants Vancouver, BC V6C 0B3

Attention: Blaine Nickel Email: [email protected] [email protected] [email protected]

Techmation Electric & Controls Ltd. Subcontractor 117 Kingsview Road SE Airdrie, AB T4A 0A8

Attention: Loretta Topolnisky Phone: 403-243-0990 Email: [email protected]

9 Transcendent Mining and Mobilization Inc. Subcontractor PO Box 580 701 Douglas Fir Rd. Sparwood, BC V0B 2G0

Attention: Shelley Lynch / Bud Lynch Office: 778-521-5144 ext. 103 (Shelley) Mobile: 250-603-9062 (Shelley) Email: [email protected] / [email protected]

Tri-Kon Precast Concrete Products Ltd. Subcontractor PO Box 491 601 Patterson Street West Cranbrook, BC V1C 4J1

Attention: Tyler Fiorentino Phone: 250-426-8162 Email: [email protected]

WCB Alberta

Email: [email protected]

WorkSafeBC 9924 – 107 Avenue Fort St. John, BC V1J 2R6

Attention: Terry Milley Office: 250-785-1283 local 4681 Fax: 250-785-8976 Email: [email protected]

WS Leasing Ltd. Lessor Suite 1900 13450 102 Avenue Surrey, BC V3T 5Y1

Attention: Phone: 604-528-3802 Fax: 604-525-7572 (fax not successful) Email: [email protected]

SCHEDULE “B” PROPOSED INTERIM DISTRIBUTION ORDER Clerk’s Stamp:

COURT FILE NUMBER 2101-04670 COURT COURT OF QUEEN’S BENCH OF ALBERTA JUDICIAL CENTRE OF CALGARY PLAINTIFF BANK OF MONTREAL RESPONDENTS TRADESMEN ENTERPRISES LIMITED PARTNERSHIP, and TRADESMEN ENTERPRISES INC.

APPLICANT KSV RESTRUCTURING INC., in its capacity as receiver and manager of TRADESMEN ENTERPRISES LIMITED PARTNERSHIP, and TRADESMEN ENTERPRISES INC.

DOCUMENT ORDER APPROVING INTERIM DISTRIBUTION, RECEIVER’S BORROWINGS, FEES AND ACTIVITIES

DATE ON WHICH ORDER WAS PRONOUNCED: July 15, 2021 NAME OF JUDGE WHO MADE THIS ORDER: The Honourable Madam Justice Horner LOCATION OF HEARING: Calgary, Alberta

UPON THE APPLICATION of KSV Restructuring Inc. in its capacity as the Court- appointed receiver and manager (in such capacity, the “Receiver”) of the undertakings, property and assets of Tradesmen Enterprises Limited Partnership and Tradesmen Enterprises Inc.

(together, the “Debtors”) for an Order, among other things, approving: (i) an increase to the Receiver’s borrowings and accompanying charge; (ii) the interim distribution of certain auction proceeds; (iii) the activities of the Receiver; and (iv) the fees and disbursements of the Receiver and its counsel;

AND UPON having read the Consent Receivership Order granted by the Honourable Madam Justice B.E.C. Romaine on April 15, 2021 (the “Receivership Order”), the Application of the Receiver, the First Report of the Receiver dated July 5, 2021 (the “First Report”), and other materials filed in the within proceedings; AND UPON noting the Affidavit of Service, filed; AND UPON hearing the submissions of counsel for the Receiver, counsel for Bank of Montreal (“BMO”), and any other counsel or interested parties present;

IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE AND DEFINITIONS

1. Service of notice of this application and supporting materials is hereby declared to be good and sufficient, the application for this Order is properly returnable today, and no other person other than those served is required to have been served with notice of this application.

2. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Receivership Order.

RECEIVER’S BORROWINGS

3. The Receiver’s borrowing limit in paragraph 22 of the Receivership Order be and is hereby increased from the maximum principal amount of $2,500,000 to the maximum principal amount of $3,000,000 (or such greater amount as provided for in paragraph 27 of the Receivership Order or as this Court may by further Order authorize). For greater certainty, the whole of the Property shall continue to be charged by the Receiver’s Borrowings Charge as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, deemed trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver’s Charge and the charges set out in sections

14.06(7), 81.4(4) and 81.6(2) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”).

INTERIM DISTRIBUTION

4. The Receiver is hereby authorized and directed to make an interim distribution (the “Distribution”) of the Net Proceeds (as defined in the Approval and Vesting Order of the Honourable Justice P.R. Jeffrey granted on March 16, 2021 in the proceedings bearing Estate Number BK01 095189) to BMO in partial repayment of the BMO Pre-Filing Indebtedness (as defined in the First Report).

5. Notwithstanding:

(a) the pendency of these proceedings and any declaration of insolvency made herein;

(b) the pendency of any applications for a bankruptcy order now or hereafter issued pursuant to the BIA, in respect of the Debtors and any bankruptcy order issued pursuant to any such applications;

(d) any provisions of any federal or provincial legislation,

the Distribution shall be binding on any trustee in bankruptcy appointed in respect of the Debtors and shall not be void or voidable by creditors of the Debtors, nor shall it constitute nor be deemed to be a preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under the BIA or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

APPROVAL OF ACTIVITIES AND FEES

6. The activities of the Receiver, as described in the First Report, are hereby ratified and approved.

7. The Receiver’s accounts for fees and disbursements, as set out in the First Report, are hereby approved without the necessity of a formal passing of its accounts.

8. The accounts of the Receiver’s legal counsel, Bennett Jones LLP and Lawson Lundell LLP, for their respective fees and disbursements, as set out in the First Report, are hereby approved without the necessity of a formal passing of their accounts.

9. This Order must be served only upon those interested parties attending or presented at the within application and service of this Order may be effected by facsimile, electronic mail, personal delivery or courier. Service is deemed to be effected the next business day following transmission or delivery of this Order.

10. Service of this Order on any party not attending this application is hereby dispensed with.

Justice of the Court of Queen’s Bench of Alberta